SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of June, 2015

Commission File Number 001-14948

 

 

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

 

 

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F      X         Form 40-F             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

 

 

 


Material Contained in this Report:

 

I.

English translation of the Notice of Resolutions Adopted at FY 2015 Ordinary General Shareholders’ Meeting on June 16, 2015.

 

II.

English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local Finance Bureau on June 17, 2015.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Toyota Motor Corporation

By:

 

        /s/    Yasushi Kyoda

 

Name:

 

Yasushi Kyoda

 

Title:

 

General Manager of Accounting

Division

Date: June 17, 2015



(Securities Code 7203)   
   June 16, 2015

To All Shareholders:

  
   President Akio Toyoda
   TOYOTA MOTOR CORPORATION
   1, Toyota-cho, Toyota City, Aichi Prefecture

Notice of Resolutions Adopted at FY2015 Ordinary General Shareholders’ Meeting

Dear Shareholder,

The reports made and resolutions adopted at the FY2015 Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:

Reports:

Reports on business review, unconsolidated and consolidated financial statements for FY2015 (April 1, 2014 through March 31, 2015) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY2015

Details pertaining to the above were reported.

Resolutions:

 

    Proposed Resolution 1:

   Distribution of Surplus
   Payment of a year-end dividend of 125 yen per share was approved as proposed.
   Combined with the interim dividend, the total amount of the annual dividends for the fiscal year ended March 31, 2015 will be 200 yen per share.

    Proposed Resolution 2:

   Election of 12 Members of the Board of Directors
   Approved as proposed.    The following 12 persons were elected and have assumed their positions as Members of the Board of Directors:
   Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Shigeki Terashi, Shigeru Hayakawa, Didier Leroy, Takahiko Ijichi, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
   Messrs. Ikuo Uno, Haruhiko Kato, and Mark T. Hogan satisfy the requirements to be qualified as Outside Members of the Board of Directors as stipulated in Article 2, Item 15 of the Companies Act.

    Proposed Resolution 3:

   Election of 4 Audit & Supervisory Board Members
  

Approved as proposed.    The following 4 persons were elected and have assumed their positions as Audit & Supervisory Board Members:

 

Masahiro Kato, Yoshiyuki Kagawa, Yoko Wake, and Hiroshi Ozu.

   Ms. Yoko Wake and Mr. Hiroshi Ozu satisfy the requirements to be qualified as Outside Audit & Supervisory Board Members as stipulated in Article 2, Item 16 of the Companies Act.

 

1


    Proposed Resolution 4:

   Election of 1 Substitute Audit & Supervisory Board Member
   Approved as proposed.    The following person was elected as a substitute Audit & Supervisory Board Member:
   Ryuji Sakai.
   Mr. Ryuji Sakai is a substitute Outside Audit & Supervisory Board Member for either Ms. Yoko Wake, Mr. Teisuke Kitayama, or Mr. Hiroshi Ozu who are currently Outside Audit & Supervisory Board Members.

    Proposed Resolution 5:

   Payment of Bonuses to Members of the Board of Directors
   Approved as proposed.    The Members of the Board of Directors in office as of the end of FY2015 will be paid a total amount of 885,300,000 yen as executive bonuses.

    Proposed Resolution 6:

   Partial Amendments to the Articles of Incorporation
   Approved as proposed.    In accordance with the change in the scope of Members of the Board of Directors and Audit & Supervisory Board Members with whom limited liability agreements may be concluded, the necessary amendments was made to the Articles of Incorporation of TMC.

    Proposed Resolution 7:

   Partial Amendments to the Articles of Incorporation and Delegation to Our Board of Directors of the Power to Determine Offering Terms in Connection with Issuance of Class Shares
   Approved as proposed.    The amendments to the Articles of Incorporation pertaining to the establishment of Model AA Class Shares in order to enable us to issue such shares was made to the Articles of Incorporation of TMC.    In addition, pursuant to Articles 199 and 200 of the Companies Act, the power to determine offering terms for issuance of the offered shares was delegated to the Board of Directors.

 

2


At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 8 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.

Chairman of the Board of Directors Takeshi Uchiyamada, President Akio Toyoda, Executive Vice Presidents Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Takahiko Ijichi, Didier Leroy, and Shigeki Terashi were elected and assumed their positions as Representative Directors.

The new Members of the Board of Directors, Audit & Supervisory Board Members, Senior Managing Officers, and Managing Officers are as follows:

 

  Chairman of the Board of

  Directors

  Takeshi Uchiyamada   Member of the Board of Directors   Ikuo Uno
  President   Akio Toyoda   Member of the Board of Directors   Haruhiko Kato
  Executive Vice President   Nobuyori Kodaira   Member of the Board of Directors   Mark T. Hogan
  Executive Vice President   Mitsuhisa Kato   Full-time Audit & Supervisory Board Member   Masaki Nakatsugawa
  Executive Vice President   Seiichi Sudo   Full-time Audit & Supervisory Board Member   Masahiro Kato
  Executive Vice President   Takahiko Ijichi   Full-time Audit & Supervisory Board Member   Yoshiyuki Kagawa
  Executive Vice President   Didier Leroy   Audit & Supervisory Board Member   Yoko Wake
  Executive Vice President   Shigeki Terashi   Audit & Supervisory Board Member   Teisuke Kitayama

  Member of the Board of

  Directors

  Shigeru Hayakawa   Audit & Supervisory Board Member   Hiroshi Ozu
Senior Managing Officers
  Hirofumi Muta   Koei Saga   Soichiro Okudaira   Kazuhiro Miyauchi
  Shigeru Hayakawa *   Tokuo Fukuichi   Satoru Mouri   Toshiyuki Mizushima
  Keiji Masui   Kiyotaka Ise   Moritaka Yoshida   Osamu Nagata
  Hiroji Onishi   James E. Lentz   Mitsuru Kawai   Shigeki Tomoyama

 

(Note) The asterisk (*) indicates that the officer doubles as a Member of the Board of Directors of TMC.

Managing Officers      
  Steve St. Angelo   Hayato Shibakawa   Hiroyuki Fukui   Takeshi Isogaya
  Johan van Zyl   Shinya Kotera   Koki Konishi   Jiro Kawamoto
  Kazuhiro Kobayashi   Tetsuya Otake   Yasuhiko Sato   Yuji Maki
  Kazuo Ohara   Kazuhiro Sato   Masayoshi Shirayanagi   Yoichi Miyazaki
  Riki Inuzuka   Tatsuro Takami   Mark S. Templin   Tetsuo Ogawa
  Shinji Kitada   Kyoichi Tanada   Takashi Yamamoto   Hiroaki Okuchi
  Masahisa Nagata   Tatsuro Ueda   Hiroki Nakajima   Christopher P. Reynolds
  Takeshi Numa   Karl Schlicht   Julie Hamp  

 

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

 

3



(Translation)

Cover Page

 

Document Name:    Extraordinary Report
Filed with:    The Director General of the Kanto Local Finance Bureau
Filing Date:    June 17, 2015
Corporate Name:    Toyota Motor Corporation
Name and Title of Representative:    Akio Toyoda, President
Location of Head Office:    1 Toyota-cho, Toyota City, Aichi Prefecture
Telephone Number:    (0565)28-2121
Name of Contact Person:    Nobukazu Takano, Project General Manager, Accounting
   Division
Nearest Contact Location:    4-18, Koraku 1-chome, Bunkyo-ku, Tokyo
Telephone Number:    (03)3817-7111
Name of Contact Person:    Hideki Fujii, General Manager, Media Relations
   Department, Public Affairs Division
Places of Public Inspection of the Extraordinary Report:   

Tokyo Stock Exchange, Inc.

(2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)

Nagoya Stock Exchange, Inc.

(8-20, Sakae 3-chome, Naka-ku, Nagoya)

Fukuoka Stock Exchange

(14-2, Tenjin 2-chome, Chuo-ku, Fukuoka)

Sapporo Securities Exchange

(14-1, Minamiichijo-nishi 5-chome, Chuo-ku,

Sapporo)


1. Reason for Filing

Toyota Motor Corporation (“TMC”) is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the FY2015 Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.

 

2. Description of Report

 

  (1) Date on which the General Shareholders’ Meeting was held:

 

       June 16, 2015

 

  (2) Details of the proposed resolutions voted on at the General Shareholders’ Meeting:

 

Proposed Resolution 1:    Distribution of Surplus
   a. Allocation of dividend assets and the total amount of dividends:
  

Payment of 125 yen per share of common stock

(Total amount of dividends:    393,351,703,875 yen)

  

b. Effective date of distribution of surplus:

June 17, 2015

Proposed Resolution 2:    Election of 12 Members of the Board of Directors
   It was proposed that the following 12 persons be elected as Members of the Board of Directors:
   Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Shigeki Terashi, Shigeru Hayakawa, Didier Leroy, Takahiko Ijichi, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
Proposed Resolution 3:    Election of 4 Audit & Supervisory Board Members
  

It was proposed that the following 4 persons be elected as

Audit & Supervisory Board Members:

Masahiro Kato, Yoshiyuki Kagawa, Yoko Wake, and Hiroshi Ozu.

Proposed Resolution 4:    Election of 1 Substitute Audit & Supervisory Board Member
  

It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory

Board Member.

Proposed Resolution 5:   

Payment of Bonuses to Members of the Board of Directors

   In consideration of the results for FY2015 and other factors, the 12 Members of the Board of Directors (excluding Outside Members of the Board of Directors) in office as of the end of FY2015 will be paid a total amount of 885,300,000 yen as bonuses.

 

-  1  -


Proposed Resolution 6:    Partial Amendments to the Articles of Incorporation
   In accordance with the change in the scope of Members of the Board of Directors and Audit & Supervisory Board Members with whom limited liability agreements may be concluded, it was proposed the necessary amendments be made to the Articles of Incorporation.
Proposed Resolution 7:    Partial Amendments to the Articles of Incorporation and Delegation to Our Board of Directors of the Power to Determine Offering Terms in Connection with Issuance of Class Shares
   It was proposed that the amendments to the Articles of Incorporation pertaining to the establishment of Model AA Class Shares be made in order to enable TMC to issue such shares. In addition, pursuant to Articles 199 and 200 of the Companies Act, it was proposed that the power to determine offering terms for issuance of the shares be delegated to the Board of Directors.

 

  (3) Number of “affirmative votes,” “negative votes” or “abstentions” in respect of the resolutions described above, requirements for the approval of such resolutions and results of voting:

(Proposed by TMC)

 

Resolutions      

Number of      
affirmative      

votes      

   

Number of      

negative      

votes      

     Number of      
abstentions      
     Number of      
voting rights      
held by      
shareholders      
present at the      
meeting      
     Results of voting  
            

Ratio of      
affirmative      
votes      

(%)      

    

Approved/    

Disapproved    

 

Proposed Resolution 1

    26,170,261        12,564         35,076         26,423,343         99.04         Approved   

Proposed Resolution 2

                                                   

Takeshi Uchiyamada

    25,415,187        747,868         55,007         26,423,323         96.18         Approved   

Akio Toyoda

    25,925,553        237,707         54,815         26,423,336         98.11         Approved   

Nobuyori Kodaira

    25,792,638        323,428         102,003         26,423,330         97.61         Approved   

Mitsuhisa Kato

    25,796,627        319,519         101,922         26,423,329         97.62         Approved   

Seiichi Sudo

    25,796,762        319,384         101,923         26,423,330         97.62         Approved   

Shigeki Terashi

    25,796,887        319,260         101,921         26,423,329         97.62         Approved   

Shigeru Hayakawa

    25,780,974        335,159         101,936         26,423,330         97.56         Approved   

Didier Leroy

    25,779,931        336,208         101,929         26,423,329         97.56         Approved   

Takahiko Ijichi

    25,796,604        319,540         101,925         26,423,330         97.62         Approved   

Ikuo Uno

    24,577,285        1,602,497         38,284         26,423,327         93.01         Approved   

Haruhiko Kato

    26,012,945        186,510         18,622         26,423,338         98.44         Approved   

Mark T. Hogan

    22,809,624        3,375,122         33,318         26,423,325         86.32         Approved   

Proposed Resolution 3

                                                   

Masahiro Kato

    24,880,435        1,272,865         64,605         26,423,322         94.16         Approved   

Yoshiyuki Kagawa

    24,880,045        1,273,265         64,594         26,423,321         94.15         Approved   

Yoko Wake

    25,625,181        574,474         18,253         26,423,325         96.97         Approved   

Hiroshi Ozu

    26,174,046        25,546         18,333         26,423,342         99.05         Approved   

Proposed Resolution 4

    26,126,575        26,741         64,599         26,423,341         98.87         Approved   

Proposed Resolution 5

    26,027,161        153,240         37,527         26,423,334         98.50         Approved   

Proposed Resolution 6

    26,162,852        36,648         18,407         26,423,342         99.01         Approved   

Proposed Resolution 7

    19,873,477        6,308,936         35,380         26,423,323         75.21         Approved   

 

-  2  -


Note:

  1.   

“Number of affirmative votes”, “Number of negative votes” and “Number of abstentions” include the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholders’ Meeting.

  2.   

“Number of voting rights held by shareholders present at the meeting” is the aggregate number of voting rights exercised in writing or by means of electronic transmission and the number of voting rights held by all shareholders present at the General Shareholders’ Meeting.

  3.   

The requirements for approval of each resolution are as follows:

For Proposed Resolutions 1 and 5, a majority vote of the shareholders present at the General Shareholders’ Meeting;

For Proposed Resolutions 2, 3, and 4, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote; and

For Proposed Resolutions 6 and 7, not less than two-thirds (2/3) of the votes of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote.

In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by means of electronic transmission.

 

  (4) Reasons for not including certain voting rights held by shareholders present at the meeting in the number of voting rights:

 

    

The aggregate number of voting rights exercised prior to the General Shareholders’ Meeting and the voting rights which were confirmed by certain shareholders present at the General Shareholders’ Meeting to represent approval or disapproval of each of the proposed resolutions were sufficient to meet the requirements to approve all of the proposed resolutions. Accordingly, voting rights which were held by the shareholders present at the General Shareholders’ Meeting but for which approval or disapproval of each proposed resolution could not be confirmed were not counted.

 

-  3  -

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